By-LawsSAN ONOFRE SURFING CLUB

Adopted by the officers of the San Onofre Surfing Club on the 24th day of April 1952. Current revision adopted by the Board of Directors on March 8, 2009.

Article INAME

As stated in the Article of Incorporation, the name of this non-profit organization, hereafter referred to as “the Club”, is the San Onofre Surfing Club.

Article IIOBJECTIVE

The purpose of the Club shall be to foster all phases of the sport of surfing, to make responsible recommendations to the Department of Parks and Recreation pertaining to the operation and development of the San Onofre Surfing Beach, and to seek to retain the beach in its natural state.

Article IIIBOARD OF DIRECTORS

1. Term.

The sixteen (16) member Board of Directors, whose terms shall run from March 1 of the year elected through March 31 of the following year, shall consist of present officers, the outgoing President, and a sufficient number of members elected at large to bring the board to a total of 16 persons.

2. Nominating committee.

A nominating committee, consisting of the Vice-President as chairman and at least two (2) other board members appointed by the President, shall place in nomination for the elective board members the names of not less than fifteen (15) nominees. All nominees shall possess current year membership. The committee shall be formed at the second meeting in June and shall present its recommendations for the board approval at the September meeting. An election ballot will be sent to all members, accompanying the renewal of membership form, to be returned by February 15th.

3. Nomination by petition.

In addition to nomination by committee, any member’s name may be placed in nomination by a petition signed by twenty-five (25) active members. To be valid such petition shall:

a. Be received by the chairman of the nominating committee no later than the first day of August.

b. Contain legible signatures and dates of signatures indicating that the signatures were obtained during the immediately prior six-month period.

c. Indicate the originator of the petition and be for an individual candidate only.

d. Be subject to approval by the board.

4. Meetings.

The board shall meet three (3) times each year: The second Sunday in March, the Sunday following Memorial Day weekend, and the last Sunday of September. All meetings of the board shall be open to any active member. Twice each year, on the Sunday following Memorial Day weekend and the last Sunday of September, the board shall meet on the beach, with notice having been posted in conspicuous places on the beach for at least three (3) consecutive weeks prior to the meetings. In lieu of posting on the beach, the member may be notified of board meetings by mail. In addition, meetings of the board may be called from time to time by the president upon giving each director not less than one (1) week’s notice of said meeting. These additional meetings may be held at any convenient location.

5. Quorum.

A quorum shall consist of nine (9) members of the Board of Directors.

6. Responsibilities of directors.

Directors shall maintain their club memberships in good standing at all times. Failure of a director to renew his membership by the date of the Sunday meeting following Memorial Day Weekend will result in replacement of said director at that meeting. Replacement will be made at the discretion of the Board of Directors, with consideration of unsuccessful candidates in the immediately preceding election. Any director failing to attend at least two of the three annual meetings held on the 2nd Sunday in March, the Sunday following Memorial Day weekend and the last Sunday of September of any one year without having reported acceptable extenuating circumstances which preclude their attendance shall be replaced at the time of the September meeting in the manner described above.

7. Amendment of by-laws.

The board may amend the by-laws by an affirmation vote of not less than 75% of the full Board of Directors.

Article IVOFFICERS

The Club’s officers shall consist of a president, a vice president, a secretary/treasurer, and a sergeant at arms who shall be elected annually by a majority vote of the Board of Directors from members of that body on the last Sunday of September. Their term of office shall run from October 1 to September 30. An officer who fails to carry out his duties to the satisfaction of the board may be replaced by a 2/3 vote of the board at the regular or special meeting of the board to which all board members must have been sent written notice of such intended action.

1. President

The duties of the President shall be to:

a. Preside over all meetings of the Board of Directors as chairperson with voting privileges.

b. Sign as President all contracts and other instruments which have been approved by the board.

c. Call all the officers together whenever he deems it necessary and generally discharge such other duties as may be required of him by the by-laws of the club.

2. Vice-President.

If at any time the President shall be unable to act, or in his absence, all duties shall be performed and his powers exercised by the Vice-President.

3. Secretary/Treasurer.

The Secretary/Treasurer shall keep a record of all meetings and serve all notices required by the by-laws of the Club. Further, the Secretary/Treasurer shall keep all the funds of the Club in a banking account properly identified as the Club account with record of all receipts and disbursements. All checks must be signed by two authorized, duly elected board members.

4. Sergeant at Arms.

The Sergeant At Arms shall assist the President while presiding over meetings to preserve order and assure that proper procedure and decorum is followed at all times. Further, the Sergeant At Arms will convey to all members of the Board of Director what is reasonably expected of them.

Article VMEMBERS

1. Eligibility.

Any person who has a bona-fide interest in surfing and who has an interest in the operations and development of the San Onofre Surfing Beach may become a member.

2. Membership fee.

Membership fees shall be fixed by the board from year to year in such amounts as in their judgment is for the best interest of the Club. Admittance to membership is the full and sole consideration for the payment of the membership fee.

3. Membership cards and decals.

All members will receive membership cards authenticated by one of the officers and automobile decals.

4. Rights of members.

Each member shall, upon request, be furnished a copy of these by-laws and changes thereto, and shall be bound by and subject to them.

5. Liability.

Any member, member of his family, guest, or other person who in any manner makes use of or accepts the use of any facility, privilege, or engages in any game, contest, competition, or other beach activity shall do so at his own risk, and shall hold the Club its officers and board members harmless from any loss, injury, damage, or liability resulting there from. A waiver to this effect shall be included on the renewal form.

6. Conduct.

All members, their families, guests, or other persons using the facilities of the surfing beach shall carry out all orders given by the State of California, the officers of the Club, or their designees in compliance will all beach rules and regulations. Failure to carry out such orders shall have the same effect as any infraction of these by-laws.

7. Termination of membership.

The Board of Directors may suspend or terminate any membership without recourse on the part of the member for any act in violation of the by-laws.

8. Honorary memberships.

Past presidents of the Club and Spirit of San Onofre award winners shall be awarded an honorary membership for life in recognition of services performed on behalf of the Club. Such members shall be exempt from payment of membership dues.

Article VIFUNDS

All funds received into the treasury with the exception of those required for operations shall be used for the improvement of the facilities of the surfing beach as pertains to cleanliness, security, sanitation, and safety not already provided by the State. In addition, funds may be used for Club sponsored activities. Expenditures shall be in accordance with the operating budget adopted by the Board of Directors for each fiscal year. Financial records of the Club shall be audited by a certified public accountant.

Article VIIASSETS

In the event of dissolution, either voluntary or involuntary, the assets of the Club, if any, shall be distributed to a tax exempt or non-profit organization decided upon by the Board of Directors of the club at the time of dissolution.

Article VIIICONFLICT OF INTEREST

Any member of the Board of Directors shall be disqualified from voting on any proposal or move in which a conflict of interest might be involved. A question as to whether a conflict of interest exists or not shall be determined by a majority vote of the other members of the board not so involved.